New Smartbird (NASDAQ: BIRD) CEO to lead AI infrastructure pivot

Rhea-AI Filing Summary

Smartbird, Inc., formerly Allbirds, Inc., announced a major strategic reset combining leadership changes, new financing and a completed business pivot into AI infrastructure. The company has sold the Allbirds brand and footwear assets and now operates as an AI infrastructure provider while keeping the Nasdaq ticker “BIRD.”

The company amended its securities purchase agreement to add $50.0 million of senior secured convertible notes, bringing the aggregate original principal amount to up to $100.0 million, with the increased portion convertible at $4.00 per share. This expanded capital base is intended to support its AI infrastructure strategy.

The board appointed Nadia Carlsten as president, chief executive officer, secretary and director effective June 18, 2026, granting her an inducement RSU award of 1,532,379 RSUs, including 255,397 shares vesting immediately and the rest in 16 quarterly installments. Joe Vernachio will resign on June 19, 2026. The board also named independent director Lily Yan Hughes as chairperson with a 125,000 RSU grant, and increased compensation and granted 766,190 RSUs to chief financial officer Ann (Annie) Mitchell. The company filed a certificate of amendment to change its name to Smartbird, Inc. and remove public benefit corporation references, and adopted amended and restated bylaws.

Insights

Equity analyst

Smartbird pivots from footwear to AI infrastructure, adds $100M in convertibles and installs a new CEO to lead the strategy.

Smartbird has completed the sale of the Allbirds brand and footwear assets and now positions itself as an AI infrastructure provider. It amended its securities purchase agreement so senior secured convertible notes can total up to $100.0 million, with the incremental notes convertible at $4.00 per share.

Leadership is being overhauled. Nadia Carlsten, with AI and advanced computing experience, becomes president, CEO, secretary and a Class I director, supported by new board chair Lily Yan Hughes and continuing CFO Ann Mitchell. Each receives sizable RSU awards, including a 1,532,379‑unit inducement grant to Carlsten.

These steps collectively mark a substantial change in business focus and capital structure. Actual financial impact will depend on how much of the convertible facility is drawn and converted, and how effectively the new leadership team executes the AI infrastructure strategy described in the press release and corporate disclosures.

8-K Event Classification

5 items: 1.01, 5.02, 5.03, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Convertible notes increase: $50.0 million Total convertible notes facility: $100.0 million Conversion price on incremental notes: $4.00 per share +5 more

8 metrics

Convertible notes increase $50.0 million Additional senior secured convertible notes capacity under amended purchase agreement

Total convertible notes facility $100.0 million Aggregate original principal amount of senior secured convertible notes

Conversion price on incremental notes $4.00 per share Conversion price for increased amount of Convertible Notes

CEO base salary $700,000 per year Annual base salary for CEO Nadia Carlsten

CEO inducement RSUs 1,532,379 RSUs Restricted stock unit award to Nadia Carlsten; 255,397 vest immediately

CFO base salary $450,000 per year Revised annual base salary for CFO Ann Mitchell

CFO RSU award 766,190 RSUs RSU grant to CFO Ann Mitchell under 2021 Equity Incentive Plan

Board chair RSU award 125,000 RSUs RSU grant to board chair Lily Yan Hughes under 2021 Equity Incentive Plan

Key Terms

senior secured convertible notes, inducement grant, Nasdaq Listing Rule 5635(c)(4), public benefit corporation, +2 more

6 terms

senior secured convertible notes financial

"issue and sell senior secured convertible notes (each a “Convertible Note”) convertible into shares"

A senior secured convertible note is a loan a company issues that sits near the top of its repayment order (senior), is backed by specific assets as collateral (secured), and can be swapped into company shares later (convertible). For investors this matters because it combines lower risk of repayment and legal protection from the collateral with the upside of converting into equity—so it affects both the safety of debt holders and potential dilution for shareholders.

inducement grant financial

"intended to qualify as an “inducement grant” in accordance with Nasdaq Listing Rule 5635(c)(4)"

An inducement grant is a stock-based reward given to a new hire—often options or restricted shares—used as a recruiting “signing bonus” to encourage someone to join a company and stay long enough to add value. Investors care because these grants can dilute existing shareholdings, change executive incentives and increase reported compensation costs, so they signal both management priorities and potential impacts on shareholder value.

Nasdaq Listing Rule 5635(c)(4) regulatory

"intended to qualify as an “inducement grant” in accordance with Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

public benefit corporation regulatory

"to change the name of the Company to Smartbird, Inc. and to remove references to the Company being a public benefit corporation"

A public benefit corporation is a legal type of company that pledges to pursue a specific public good—such as environmental protection, worker welfare or community development—alongside earning profits for shareholders. Like a restaurant that promises to source local ingredients while still trying to turn a profit, this structure lets managers weigh social goals against financial returns, which can influence strategy, risk profile and investor expectations about how decisions are made.

Amended and Restated Bylaws regulatory

"the Board adopted amendments to the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”)"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

AI infrastructure technical

"Smartbird, Inc. (NASDAQ: BIRD), an AI infrastructure provider, today announced the appointment"

AI infrastructure consists of the hardware, software, and systems needed to develop, run, and support artificial intelligence applications. Think of it as the foundation and tools that enable AI to process large amounts of data quickly and accurately, similar to how a strong foundation supports a building. For investors, AI infrastructure is important because it underpins advancements in technology that can drive new business opportunities and competitive advantages.

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Understanding 8-K Material Events →

--12-31 0001653909 false 0001653909 2026-06-12 2026-06-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2026

Smartbird, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40963		47-3999983
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

530 Washington Street San Francisco, CA 94111		(628) 225-4848
(Address of principal executive offices, including zip code)		(Registrant’s telephone number, including area code)

Allbirds, Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.0001 par value		BIRD		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note:

As described in further detail below, on June 15, 2026, Allbirds, Inc. filed a Certificate of Amendment with the Secretary of State of the State of Delaware to change the name of the company to Smartbird, Inc. and to remove references to the company being a public benefit corporation. All references herein to Allbirds, Inc. or the Company, refer to Smartbird, Inc. (f/k/a Allbirds, Inc.), a Delaware corporation (the “Company”).

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on April 14, 2026, the Company entered into a Securities Purchase Agreement (as subsequently amended, the “Amended Purchase Agreement”), pursuant to which the Company agreed to issue and sell senior secured convertible notes (each a “Convertible Note”) convertible into shares of the Company’s Class A common stock. On June 15, 2026, the Company and the Investor party thereto entered into Amendment No. 1 to the Amended Purchase Agreement (the “First Amendment”) to, among other changes, increase the amount of senior secured convertible notes that the Company may issue and sell by $50.0 million, for an aggregate original principal amount of up to $100.0 million, and solely with respect to the increased amount of Convertible Notes potentially issuable, from time to time, thereunder, increase the conversion price to $4.00.

The foregoing descriptions of the First Amendment and Convertible Note are not complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of a specific date, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Executive Officer

On June 12, 2026, the Board of Directors of the Company (the “Board”) approved the appointment of Nadia Carlsten to serve as President, Chief Executive Officer, Secretary and a director of the Company, effective June 18, 2026 (the “Effective Date”). Dr. Carlsten will serve as a Class I director and will stand for reelection at the 2028 annual meeting of stockholders.

Dr. Carlsten brings significant experience in AI and advanced computing platforms, making her a valuable addition as the Company pursues opportunities in the AI infrastructure market. Most recently, Dr. Carlsten served as the Chief Executive Officer of DCAI from August 2024 to January 2026. While there, Dr. Carlsten built and scaled AI infrastructure platforms from concept to commercial deployment, including Denmark’s sovereign AI supercomputer. From May 2022 to August 2024, Dr. Carlsten served as the Vice President of Product at SandboxAQ, a Google spin-off developing AI models and platforms. Prior to that, Dr. Carlsten held leadership positions at Amazon Web Services, including as Head of Product for the AWS Center for Quantum Computing. From 2016 to 2019, Dr. Carlsten held various roles with the U.S. Department of Homeland Security, most recently serving as Director of Commercialization. Earlier in her career, Dr. Carlsten held positions supporting the commercialization and deployment of advanced technologies across both public- and private-sector organizations. Dr. Carlsten is a member of the World Economic Forum’s Global Future Council - Next Generation Computing and serves as Senior Investment Advisor to Ground State Ventures. Dr. Carlsten holds a B.S. in Chemistry and a B.A. in Physics from the University of Virginia and a Ph.D. in Engineering from the University of California, Berkeley.

Under the terms of the offer letter with Dr. Carlsten (the “Offer Letter”), Dr. Carlsten will receive an annual base salary of $700,000 and will be eligible to receive an annual, performance-based bonus, payable in cash, with a target bonus opportunity of 100% of Dr. Carlsten’s annual base salary. Any actual annual performance bonus amount will be based on the Board’s good faith assessment of Dr. Carlsten’s and the Company’s attainment of performance goals established by the Board in its reasonable discretion.

As a material inducement to Dr. Carlsten entering into employment with the Company, the Management Compensation and Leadership Committee of the Board (the “Compensation Committee”) approved a restricted stock unit (“RSU”) award (the “Carlsten RSU Award”) that is intended to qualify as an “inducement grant” in accordance with Nasdaq Listing Rule 5635(c)(4). The Carlsten RSU Award is comprised of 1,532,379 RSUs converting into an equal number of shares of the Company’s Class A common stock. 255,397 shares underlying the Carlsten RSU Award vest as of the initial date of grant and the remaining shares underlying the Carlsten RSU Award will vest in 16 equal quarterly installments on each vesting date thereafter, subject to Dr. Carlsten’s continuous service to the Company as of each such vesting date. The Company’s vesting dates are March 1st, June 1st, September 1st, and December 1st.

Dr. Carlsten was not selected as an officer or appointed as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no related party transactions between the Company and Dr. Carlsten that would require disclosure under Item 404(a) of Regulation S-K.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Board Chairperson

The Board has appointed Lily Yan Hughes as the Chairperson of the Board. Ms. Hughes, who was initially appointed to the Board on October 31, 2025, was chosen for this position because, among other things, she has extensive experience, knowledge and expertise in the technology industry, as well as corporate governance, capital markets and M&A. She spent nearly 18 years at Ingram Micro, one of the world’s largest IT and mobile devices distributors. She also served on the executive team of Arrow Electronics, a Fortune 100 global provider of electronic components and enterprise computing solutions.

The Compensation Committee has approved an annual Chairperson retainer of $50,000, payable to Ms. Hughes in cash, which is in addition to the annual Board service retainer of $50,000, which is the amount that applies to all non-employee directors of the Company.

Further, the Compensation Committee has approved the grant to Ms. Hughes of an award of 125,000 RSUs (the “Hughes RSU Award”), pursuant to the Company’s 2021 Equity Incentive Plan and standard forms of award agreements thereunder. 1/12th of the shares underlying the Hughes RSU Award will vest on the three-month anniversary of the date of grant, and the remaining shares underlying the Hughes RSU Award will vest in 11 equal quarterly installments thereafter, subject to Ms. Hughes’s continuous service to the Company as of each such vesting date.

Departure of Chief Executive Officer

Joe Vernachio, the Company’s current President, Chief Executive Officer, and Secretary of the Company, has tendered his resignation as an officer and director, with his final date of service to be June 19, 2026. Mr. Vernachio informed the Company that his resignation from the Board is not a result of any disagreement with the Company on any matter relating to its operations, policies or practices. The Company thanks Mr. Vernachio for his valuable insights and contributions since joining the Company in 2021.

In connection with Mr. Vernachio’s departure, the Compensation Committee has approved the acceleration of vesting of 50,306 outstanding RSUs and 21,251 outstanding stock options held by Mr. Vernachio. In addition, the Committee approved an extension of the post-termination exercise period for outstanding stock options held by Mr. Vernachio.

Compensation for Chief Financial Officer

The Compensation Committee has approved, effective as of June 18, 2026, a revised compensation package for Ann Mitchell, the Company’s Chief Financial Officer. Ms. Mitchell will receive an annual base salary of $450,000 and will be eligible to receive an annual performance bonus with a target of 50% of Ms. Mitchell’s base salary. Any actual annual performance bonus amount will be based upon the Board’s good faith assessment of Ms. Mitchell’s and the Company’s attainment of goals established by the Board in its reasonable discretion.

The Compensation Committee also approved the grant to Ms. Mitchell of an award of 766,190 RSUs (the “Mitchell RSU Award”), pursuant to the Company’s 2021 Equity Incentive Plan and standard forms of award agreements thereunder. 1/12th of the shares underlying the Mitchell RSU Award will vest on the three-month anniversary of the date of grant, and the remaining shares underlying the Mitchell RSU Award will vest in 11 equal quarterly installments on each vesting date thereafter, subject to Ms. Mitchell’s continuous service to the Company as of each such vesting date.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Certificate of Amendment

On June 15, 2026, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Ninth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change the name of the Company to Smartbird, Inc. and to remove references to the Company being a public benefit corporation. The Certificate of Amendment became effective upon filing on June 15, 2026. The Certificate of Amendment filing was previously approved by the Company’s stockholders at the Special Meeting held on June 3, 2026.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amended and Restated Bylaws

On June 12, 2026, the Board adopted amendments to the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), which became effective immediately. Among other things, the amendments:

• change the Company name to Smartbird, Inc.;

• remove all references to the Company being a public benefit corporation, specifically in Article VII, Section 36 and Article XV, Section 50; and

• decrease the quorum requirement for meetings of stockholders from a majority to one-third of the voting power of the outstanding shares of stock entitled to vote in Article III, Section 8.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On June 17, 2026, the Company issued a press release regarding the matters described in Items 1.01 and 5.02 above, including the RSU Award granted to Dr. Carlsten. The RSU Award was not granted under the Company’s 2021 Equity Incentive Plan or any other stockholder-approved equity compensation plan and is intended to qualify as an “inducement grant” within the meaning of Nasdaq Listing Rule 5635(c)(4). A copy of the press release is attached hereto as Exhibit 99.1.

The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto, is being furnished and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 7.01 and Exhibit 99.1 attached hereto, may not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to Ninth Amended and Restated Certificate of Incorporation of the Company
3.2		Amended and Restated Bylaws of the Company
10.1		Amendment No. 1 to Amended and Restated Securities Purchase Agreement, dated as of June 15, 2026, by and between the Company and the Investor party thereto
10.2		Form of Convertible Note
10.3		Offer Letter between the Company and Nadia Carlsten, dated June 12, 2026
99.1		Press Release, dated June 17, 2026
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “approach,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “goal,” “intend,” “look,” “may,” “mission,” “plan,” “possible,” “potential,” “predict,” “project,” “pursue,” “should,” “target,” “will,” “would,” or the negative thereof and similar words and expressions. Forward-looking statements are based on management’s current expectations, beliefs and assumptions and on information currently available to us. Such statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to known and unknown risks, uncertainties and other important factors, including, without limitation, the risks referred to under the section “Risk Factors” in the Company’s Annual Report on Form 10-K for the annual period ended December 31, 2025, as any such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and the investor relations section of the Allbirds website at www.ir.allbirds.com. All forward-looking statements speak only as of the date of this Current Report on Form 8-K and, except as required by applicable law, we have no obligation to update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Smartbird, Inc.
Dated: June 17, 2026
				By:		/s/ Joseph Vernachio
						Joseph Vernachio
						Chief Executive Officer

Exhibit 99.1

Smartbird Appoints New CEO to Advance AI Infrastructure Strategy

Nadia Carlsten, AI and advanced computing industry leader, appointed president,

CEO and board member

Independent Director Lily Yan Hughes appointed as board chair

Allbirds, Inc. name changed to Smartbird, Inc.

SAN FRANCISCO – June 17, 2026 (GlobeNewswire) – Smartbird, Inc. (NASDAQ: BIRD), an AI infrastructure provider, today announced the appointment of Nadia Carlsten as president and chief executive officer. Carlsten has also joined Smartbird’s board of directors.

The company has completed its previously announced definitive agreement to sell the Allbirds brand and footwear assets. With the transition to Smartbird now completed, the company also strengthened its balance sheet by increasing the size of its convertible financing facility from $50 million to $100 million. The expanded capital base provides Smartbird with additional resources to execute its AI infrastructure strategy.

A visionary and builder, Carlsten brings decades of deep technical expertise in AI compute infrastructure combined with commercial execution across platform scaling, go-to-market, partnerships and capital strategy. She has served as a trusted partner to boards and investors, with a strong track record of building high-performing teams, stewarding capital and generating strong returns on investment.

While serving as CEO of DCAI, an AI company delivering large-scale GPU compute infrastructure and enterprise AI, Carlsten launched a sovereign AI supercomputer in partnership with NVIDIA. As vice president of product at Google spin-off SandboxAQ, Carlsten led the product portfolio across AI, security and hardware platforms. She has also done extensive work on advanced computing platforms, including launching Amazon’s quantum computing service during her tenure at Amazon Web Services.

Carlsten actively contributes to global technology discourse, advising on strategy, investment decisions and scaling of AI and digital platforms. As a member of the World Economic Forum’s Global Future Council on Next Generation Computing, Carlsten advises on the strategic implications of advanced computing and AI infrastructure.

Carlsten holds bachelor degrees in chemistry and physics from the University of Virginia, and a doctorate in engineering from the University of California, Berkeley.

Carlsten replaces Joe Vernachio, who is resigning from the company and the board of directors. Annie Mitchell will continue to serve as chief financial officer, a position she has held for the past three years. Lily Yan Hughes, who has served as an independent director of the company since October 2025, has been appointed board chair. Hughes has extensive technology experience and a 30-year track record of operational excellence across corporate governance, capital markets and corporate finance.

“We are thrilled to usher in this new era of the company with Nadia at the helm. Her groundbreaking work and visionary mindset will be instrumental in establishing a foothold in the market and building a scalable long-term solution for enterprise customers,” said Hughes. “The board selected Nadia because of the breadth of her experience and demonstrated success delivering breakthrough ideas and initiatives at scale. The pairing of her vision and expertise with Annie’s continued financial leadership make us confident in the trajectory of the business and our ability to build long-term shareholder value.”

The rise of AI development and adoption has created unprecedented structural demand for specialized, high-performance compute. The AI infrastructure market is entering a new phase as enterprises move from experimentation to production-scale deployment, creating demand for dedicated infrastructure that is more flexible and cost-efficient than traditional hyperscale cloud offerings. Smartbird delivers dedicated AI infrastructure as a managed service, providing the performance, control, and scalability of ownership without the capital investment and operational complexity. The company is in active discussions with prospective customers across its target verticals and is currently designing its first cluster deployments.

“Smartbird is entering the market at a pivotal moment in the evolution of AI infrastructure,” said Dr. Carlsten, CEO of Smartbird. “AI is rapidly becoming mission-critical for organizations across every industry, yet many organizations lack a practical path to deploy and operate the dedicated infrastructure these workloads require.

There is a clear opportunity to meet the growing need for enterprise-grade AI infrastructure that delivers control and performance without the capital and operational burden of hardware ownership. With a differentiated strategy, significant capital, and the opportunity to build an exceptional team, we are uniquely positioned to capitalize on one of the most significant infrastructure opportunities of the next decade.”

About Smartbird, Inc.

Smartbird delivers dedicated AI infrastructure as a service, giving organizations the performance, control, and security of a private AI cluster without requiring them to finance, operate, or maintain the underlying infrastructure. Smartbird manages the entire lifecycle, from procurement and deployment to operations and hardware refreshes, so customers can focus on AI workloads, not AI infrastructure.

Stock Information

Effective today, Allbirds, Inc. has changed its name to Smartbird, Inc. The company’s Class A common stock listed on the Nasdaq Global Select Market will continue to trade under the ticker symbol “BIRD” and its CUSIP number remains unchanged.

Inducement Grant

The company has approved, as a material inducement to Dr. Carlsten entering into employment with the company, a restricted stock unit award (“RSU Award”) that is intended to qualify as an “inducement grant” in accordance with Nasdaq Listing Rule 5635(c)(4). The RSU Award is comprised of 1,532,379 RSUs converting into an equal number of shares of the Class A common stock, with 255,397 shares vesting immediately and the remaining shares vesting in 16 equal quarterly installments.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on management’s current beliefs, assumptions, and information, and include statements other than historical facts—such as statements regarding future financial performance, profitability, cost savings, business strategy, and objectives of management. Forward-looking statements can often be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “target,” “will,” or similar expressions. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including: our ability to execute our new business strategy and achieve financial targets; future results of operations, financial condition, business strategy and plans; unfavorable economic conditions; and our ability to obtain additional capital. A further discussion of these and other factors that could cause financial results, performance, and achievements to differ materially from any results, performance, or achievements anticipated, expressed, or implied by these forward-looking statements is included in the filings we make with the SEC, including our most recent annual report on Form 10-K and quarterly report on Form 10-Q and other reports we may file with the SEC from time to time. These forward-looking statements speak only as of the date of this press release, and we undertake no obligation to update them except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in or expressed by, and you should not place undue reliance on our forward-looking statements.

Investor Contact:

ir@smartbird.ai

Media Contact:

Press@smartbird.ai

FAQ

What did Smartbird (BIRD) announce in this 8-K and press release?

Smartbird completed its transition from Allbirds to an AI infrastructure provider. It changed its name, sold the Allbirds brand and footwear assets, expanded its convertible notes facility, appointed a new CEO and board chair, and adjusted executive compensation with new RSU grants.

How large is Smartbird’s senior secured convertible notes facility?

Smartbird increased its senior secured convertible notes capacity to an aggregate original principal amount of up to $100.0 million. Amendment No. 1 raised the potential issuance by $50.0 million, with the incremental notes convertible into Class A common stock at $4.00 per share.

Who is Smartbird’s new CEO and what RSU inducement did she receive?

Nadia Carlsten was appointed president, chief executive officer, secretary and director effective June 18, 2026. As an inducement grant, she received 1,532,379 RSUs, with 255,397 shares vesting immediately and the remainder vesting in 16 equal quarterly installments, subject to continued service.

What executive and board changes did Smartbird (BIRD) disclose?

Joe Vernachio is resigning as president, CEO, secretary and director as of June 19, 2026. Nadia Carlsten will succeed him, while independent director Lily Yan Hughes becomes board chair. Annie Mitchell remains CFO with increased salary, bonus target and a new 766,190‑unit RSU grant.

What equity awards were granted to Smartbird’s leaders in this update?

Nadia Carlsten received 1,532,379 RSUs as an inducement grant. Lily Yan Hughes was granted 125,000 RSUs under the 2021 Equity Incentive Plan, and CFO Ann Mitchell received 766,190 RSUs. Existing RSUs and stock options for departing CEO Joe Vernachio also had vesting accelerated.

What corporate charter and bylaw changes did Smartbird (BIRD) implement?

Smartbird filed a Certificate of Amendment to change its name and remove public benefit corporation references. The amendment became effective June 15, 2026 after prior stockholder approval. The board also adopted amended and restated bylaws, which became effective immediately on June 12, 2026.

Filing Exhibits & Attachments

9 documents

Press Releases

• EX-99.1 EX-99.1 12.2 KB

Agreements & Contracts

• EX-10.1 EX-10.1 28.1 KB
• EX-10.2 EX-10.2 278.5 KB
• EX-10.3 EX-10.3 14.0 KB

Other Documents

• EX-3.1 EX-3.1 6.2 KB
• EX-3.2 EX-3.2 137.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 19.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.9 KB